CONSULTING AGREEMENT
This Agreement is made and entered into as of the 7th day of July,
1999, by and between designees of Ambassador Capital Group, Inc., a corporation
organized under the laws of the State of Nevada, with principal offices at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Consultant"), and Associated Medical
Devices, Inc., a corporation organized under the laws of the State of Nevada
with principal offices at 000 Xxxx Xxxx, Xxxxxxx, Xxxxx (the "Company").
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's
services and compensate Consultant therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that Consultant has rendered,
and will continue to render consulting advice to the Company
specifically relating to transactions not of a capital raising nature,
consisting of, but not limited to, consulting for mergers and
acquisition, corporate filings and other general services in connection
with proposed mergers with various companies ("Consulting Services").
2. In consideration for the Consulting Services rendered and to be
rendered by Consultant to the Company, the Company hereby agrees to
issue to Consultant 389,350 post-reverse split shares of common stock
of the Company (the "Shares"). Consultant hereby acknowledges that the
aforementioned Shares are in full payment for the services rendered.
3. The Shares will be issued subsequent to the pending 1 share for 500
share reverse split of the Company's common stock to be effective July
12, 1999, and will be registered pursuant to the Securities Act of 1933
on Form S-8, and, as such, will have no restrictive legend on them or
other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor and not as an employee of
the Company or affiliate thereof.
5. This Agreement may be terminated by either party upon 30 days written
notice to the other party.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, among the parties with respect to the matters set
forth herein.
7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or
sent (i) postage prepaid by registered mail, return receipt requested,
or (ii) by facsimile, to the respective parties as set forth above, or
to such other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereto, their respective successors, legal
representatives and assigns.
9. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.
10. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
11. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to conflict
of law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts of
the State of New York located in New York and of the federal courts in
the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any
objections they now or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising
out of this Agreement, and consent to the service of process in any
such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set forth
above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed, as of the day and year first above written.
AMBASSADOR CAPITAL GROUP, INC.
By:
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ASSOCIATED MEDICAL DEVICES, INC.
By: /s/ Xxxxx X Xxxxxx
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Xxxxx X Xxxxxx, President
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